Current Report Filing (8-k)
August 28 2019 - 5:23PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 23, 2019
LGBTQ LOYALTY HOLDINGS, INC.
(Exact name of the registrant as specified in
its charter)
DELAWARE
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000-54867
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80-0671280
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2435
Dixie Highway
Wilton Manors, FL 33305
(Address of principle executive offices) (Zip
code)
Registrant’s telephone number, including
area code: (858) 577-1746
(Former name or address if changed since last
report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions
(see General Instruction A.2 below):
☐ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425).
☐ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On August 23, 2019, the
board of directors (the “Board”) of LGBTQ Loyalty Holdings, Inc. (the “Company”) appointed Eric Sherb to
the position of, and Mr. Sherb agreed to serve as, the Chief Financial Officer (CFO) of the Company. Mr. Sherb’s appointment
is pursuant to an independent contractor agreement (the “Agreement”) between the Company and EMS Consulting Services,
LLC, for which Mr. Sherb serves as Principal (the “Agreement”). As Chief Financial Officer, Mr. Sherb will report to
the Chief Executive Officer and the Board. Additionally, and related to the appointment of Mr. Sherb as the Company’s CFO,
on August 23, 2019, Mr. Robert A. Blair resigned his position as the Company’s CFO. Mr. Blair will continue to serve as the
Company’s Chief Executive Officer.
Pursuant to the Agreement,
Mr. Sherb’s relationship with the Company shall be that of an independent contractor and he will serve as the CFO of the
Company on an at-will basis. Mr. Sherb shall be compensated with a monthly fee of $2,000 for the month of July 2019 and $4,000
for the months of August 2019 through December 2019 (the “Base Salary”). In addition to the base salary, the Company
has agreed to issue to Mr. Sherb (i) $2,000 worth of the company’s common stock, par value $0.001 per share (the “Common
Stock”) for the month of July 2019 and (ii) $4,000 worth of Common Stock for the months of August 2019 through December 2019.
The Company has also agreed to reimburse Mr. Sherb for all reasonable and necessary out-of-pocket business and travel expenses
incurred by Mr. Sherb in connection with the performance of Mr. Sherb’s duties as the Company’s CFO. The Agreement
may be terminated at-will by the Company and such termination shall become effective 30 days following such notice of termination.
Mr. Sherb, age 33, has
been a Certified Public Accountant since May 2011. He founded EMS Consulting in 2018 which provides CFO services and accounting
advisory services for both private and public entities. From March 2015 to October 2018, Mr. Sherb was a Senior Manager at
CFGI, with roles including audit readiness, IPO readiness, technical accounting and M&A advisory. He has several
years of experience within the OTC and NASDAQ capital markets. Eric has a Bachelor of Business Administration degree in accounting
and Finance from Emory University.
No family relationship
exists between Mr. Sherb and any of the Company’s directors or executive officers.
There are no related-party
transactions in which Mr. Sherb or any of his immediate family members has an interest that would require disclosure under Item
404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto
duly authorized.
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LGBTQ Loyalty Holdings, Inc.
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Date: August 28, 2019
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By:
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/s/ Robert A. Blair
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Robert A. Blair
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Chief Executive Officer
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LGBTQ Loyalty (CE) (USOTC:LFAP)
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